Suddenly, the radar systems within Battle Fortress indicate that the Red Venom is approaching. Inside the Red Venom, Major Vex launches an attack on the Battle Fortress. At that moment, the Mad Karnock emerges from within the Back Barracuda and declears his evil intentions to use humans as food. Commanded by Mad Karnock, the Karnoid Robot attack the Manta Fortress.

Concentraing thier fire on the Black Barracuda, the Red Venom and the M.A.N.T.A join forces. Unable to withstand the firepower of both vessels, the damaged Black Barracuda retreats to an unknown location.